Terms and Conditions

General terms and conditions of business

Roth privacy screens

(As of 01/2020)

1. Scope of application/Exclusion clause

1.1 These terms and conditions apply only to persons who, when concluding the contract, are not acting in the course of their commercial or independent professional activity (entrepreneurs) and to legal entities under public law and

Special public funds.

1.2. These terms and conditions apply exclusively to all our deliveries and services, including future ones. Any differing or additional terms and conditions of the customer are not binding upon us, even if we do not expressly object to them in individual cases.

Unless we acknowledge them in writing, in which case they only apply to the specific individual contract. Any special agreements made between us and the customer remain unaffected.

2. Conclusion of contract

2.1. Our offers are non-binding unless expressly designated as binding.

2.2. The customer is bound to his order for a period of two weeks from receipt by us.

2.3. Orders, additions and changes to an order are accepted when we confirm them in writing; the execution of the delivery, the receipt of a delivery note or an invoice by the customer shall be deemed confirmation.

2.4. The conclusion of the contract is subject to the correct delivery to us by our suppliers. This does not apply if we are responsible for the non-delivery or incorrect delivery, in particular if we have not concluded a congruent hedging transaction. We will inform the customer immediately of the unavailability of the goods and promptly refund any payments already made.

2.5. We reserve all proprietary and copyright rights to illustrations, drawings, calculations, cost estimates, and other documents. These documents may only be made available to third parties with our prior consent.

3. Prices/Payment

3.1. Our prices are ex works, including the applicable statutory VAT and excluding packaging, transport and other incidental costs.

3.2. Our invoices are due and payable in euros upon delivery of the goods to the customer. Discounts are granted only upon separate written agreement (if stated in the offer) and only for payments made within 14 days of the invoice date. In the event of late payment, we reserve all legal rights.

3.3. We reserve the right to accept bills of exchange and checks; acceptance is always subject to collection and all costs and expenses, and without guarantee of timely presentation or protest. The customer shall bear the costs incurred due to a dishonored or returned direct debit.

If the customer has granted a direct debit authorization or, from its introduction, a SEPA direct debit mandate, the period of 14 days before the due date for sending the pre-notification to the customer will be mutually reduced to a period for receipt of the pre-notification at least one day before the due date of the claim to be collected.

3.4. If the customer is in default of payment for more than two weeks, has stopped making payments, or if, after conclusion of the contract, it becomes apparent from other circumstances that our claims are due to a lack of solvency,

If the customer's security is at risk, we may demand immediate payment of all outstanding claims from all contracts. For undelivered goods, we may set a reasonable deadline for prepayment or security; after this deadline has expired without payment, we may withdraw from the contract and claim damages.

3.5. The customer is only entitled to set-off if their counterclaim has been legally established or is undisputed. This prohibition of set-off does not apply to a counterclaim based on a defect arising from the same contractual relationship.

how our claim is based. The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

3.6 Deliveries to customers within the European Union are tax-exempt if the requirements of the German Value Added Tax Act are met. If the customer fulfills their obligation to provide proof of receipt (so-called confirmation of arrival),

If the goods or their transport to a country of the European Union are not in accordance with the regulations, we are obliged to charge the customer German VAT.

place.

4. Delivery

4.1. The delivery times, deadlines, and dates we specify are non-binding unless expressly agreed otherwise in writing. Delivery times, if non-binding, are only approximate. Deadline days are always working days; Saturdays are not considered working days.

Working days. Agreed delivery periods begin upon conclusion of the contract, but not before receipt of any agreed down payment; the same applies to changes in delivery periods. For orders without installation, the delivery period is considered met if the goods have left our factory before its expiry. We will only be considered in default after a written reminder has been issued following the due date.

4.2. Provided it is reasonable for the customer, we are entitled to make partial deliveries and deliveries before the agreed date.

4.3. Reasonable technical deviations in design or execution from specifications in written and/or electronic catalogs and other documents, as well as model and design changes in the course of technical development.

Progress is permissible.

4.4. We are not responsible for events of force majeure or other circumstances unforeseeable for us (in particular disruptions in procurement, production, or delivery, strikes, lockouts, at our company or our suppliers) and are therefore released from liability.

For the duration of the disruption and a reasonable start-up period – even during an existing delay – we are released from our delivery obligation. This also applies if necessary third-party approvals for the execution of deliveries are not received by us in a timely manner. In the case of a fixed-date transaction, the customer is

entitled to withdraw.

4.5. Our delivery obligation is suspended as long as the customer is in arrears with any payment obligation, and not merely by a minor amount. Any costs incurred by us as a result shall be borne by the customer. If the customer is in default of acceptance or culpably breaches other obligations to cooperate, we are entitled, without prejudice to any further claims, to demand compensation for the resulting damages, including any additional expenses.

4.6. If we fail to provide a service in a timely manner, the customer may only withdraw from the contract in accordance with the statutory provisions if we are responsible for the delay; this does not entail a reversal of the burden of proof to the detriment of the customer.

4.7. Transport and all other packaging in accordance with the Packaging Ordinance – with the exception of pallets – will not be taken back and will be disposed of by the customer at their own expense.

4.8. If our scope of delivery includes third-party software, their license terms also apply.

4.9. Night deliveries will be made to a location specified by the customer that is sufficiently large, theft-proof, and inaccessible to unauthorized third parties. The customer bears the increased risk of loss resulting from specifying a different location for night delivery in writing. Our liability and that of our agents for loss, damage, and other consequential or financial losses is excluded.

5. Claims for defects

5.1. The goods are free from defects if they conform to the agreed specifications as set out in the written order confirmation and our product description. Public statements, advertisements, and promotional materials from us, a manufacturer, or agents are irrelevant to the goods' specifications.

5.2. The buyer is subject to the commercial law obligations to inspect and report defects (§ 377 HGB). Any defects discovered must be reported in writing within 3 working days, specifying the concrete complaints. Deliveries must be accepted by the buyer, even if they have minor defects.

5.3. Claims for defects are excluded in the case of the delivery of used goods.

5.4. The customer shall give us the opportunity to investigate any complaints regarding defects – including those made by third parties. If the complaint proves to be unfounded, the customer is obligated to reimburse us for the expenses incurred in the investigation, unless he has

Unfounded complaints are not the responsibility of the defendant.

5.5. In the event of defects, we will, at our discretion, either remedy the defect or provide a replacement (subsequent performance). If subsequent performance fails, is unreasonable, or is refused, the customer may reduce the price or – in cases of non-negligible defects – demand payment of the purchase price.

Defects – withdraw from the contract or claim damages in accordance with clause 6 “Liability”. Only in urgent cases of endangerment to operational safety and for

In order to prevent disproportionately large damages, the customer, after notifying us immediately, has the right to have the defect remedied himself or by a third party and to demand reimbursement of the necessary costs from us.

5.6. We do not assume any expenses in connection with subsequent performance that arise because the sold goods have been moved to a location other than the agreed place of performance, unless this corresponds to their

Use in accordance with the contract. Replaced parts become our property and must be returned to us.

5.7. The customer cannot assign claims for defects.

5.8. For deliveries made at night, the customer must inspect the goods immediately. Any transport damage that is apparent upon proper inspection,

Quantity discrepancies, incorrect deliveries, and losses must be reported no later than 12:00 noon on the day of delivery, or, in the case of night deliveries, by 12:00 noon on the next working day if that day falls on a Saturday or public holiday. The above regulations apply to other defects.

6. Liability

6.1. Our liability for slightly negligent breaches of non-essential contractual obligations is excluded. In the case of slightly negligent breaches of essential contractual obligations – including by legal representatives and vicarious agents – the

Liability is limited to foreseeable damages typical for this type of contract. However, we are liable without limitation for damages to the customer's body or health caused by our negligence, our legal representatives, or agents.

as well as for intent, gross negligence and the absence of guaranteed characteristics.

6.2. The above provisions also apply in favor of our employees, staff, legal representatives and agents.

6.3. Our liability under the Product Liability Act remains unaffected.

6.4. Our liability for slight negligence is limited:

6.4.1. in the case of property damage and financial losses covered by an insurance policy taken out by the customer, to the disadvantages associated with making a claim on the customer's insurance;

6.4.2. the amount per claim for property damage up to a sum of €200,000.00

and for property damage up to a sum of €50,000.00.

6.5. If we withdraw from the contract due to a culpable breach of duty by the customer, we may, without further proof, claim 10% of the order sum as liquidated damages.

We reserve the right to claim damages. We reserve the right to prove a higher amount of damages, as does the customer's right to prove that no damage or significantly less damage has occurred.

7. Statute of limitations for claims for defects and claims for compensation

7.1. The limitation period for claims by the purchaser due to a defect in newly manufactured goods is one year. This does not apply insofar as it is governed by Sections 438 Paragraph 1 No. 2 (buildings, items for buildings), 479 Paragraph 1 (recourse claims) or 634a.

Paragraph 1 No. 2 (construction defects) of the German Civil Code (BGB) does not prescribe mandatory longer limitation periods. This also does not apply to claims for damages based on compensation for personal injury or

are directed at causing health damage or are based on intent or gross negligence on the part of us or our agents.

7.2. The limitation period for claims by the customer for damages not based on a defect in the goods is one year. This does not affect statutory rights.

Limitation period for claims based on intent or gross negligence, as well as for injury to body and health and under the Product Liability Act.

7.3. The limitation period begins in accordance with the statutory provisions.

 

8. Transfer of risk

8.1. Our deliveries are made EX WORKS – EXW (INCOTERMS 2010), unless otherwise agreed.

8.2. If shipment of the goods is agreed upon with the buyer, the risk of accidental loss or accidental damage to the goods passes to the buyer upon handover of the goods to the first carrier. Transport insurance

We only conclude contracts at the request of, and in the name and on behalf of, the customer.

8.3. In the case of delivery including installation, the customer shall make the necessary preparations in good time (e.g., providing premises, electricity and other connections) so that the installation can be carried out as agreed.

The risk of accidental loss or accidental damage passes to the buyer upon delivery, at the latest upon transfer of ownership.

8.4. If shipment is delayed due to circumstances for which the buyer is responsible, the risk passes to the buyer from the date the goods are ready for shipment. In this case, we are entitled to transport the goods at the buyer's expense and risk to

We reserve the right to store the goods at our discretion and demand payment of the agreed price. We may charge a flat rate of 0.5% of the invoice amount per commenced month to cover costs; we reserve the right to prove higher costs, and the customer reserves the right to prove lower costs.

9. Retention of title

9.1. We retain title to our goods ("reserved goods") until full payment of all current and future claims arising from the entire business relationship, including all ancillary claims, and until all bills of exchange and checks issued have been honored. In the case of a current account, the retained title serves as security for the outstanding balance.

9.2. In the event of a breach of contract by the customer, in particular default of payment, we may demand the return of the goods subject to retention of title that remain our property; we are entitled to take possession of these goods ourselves. For this purpose, the

The customer irrevocably denies access to their business premises. Our repossession of the goods subject to retention of title does not constitute a withdrawal from the contract. After repossession, we are entitled to sell the goods subject to retention of title. The proceeds of the sale will be credited against the customer's liabilities, less reasonable costs of sale.

9.3. The buyer is obligated to handle the goods subject to retention of title with care; in particular, the buyer is obligated to insure them adequately at their own expense against fire, water, and theft damage for their full replacement value. If maintenance and inspection work is required, the buyer must carry it out promptly at their own expense.

9.4. Processing and modification by the customer are carried out on our behalf and are always performed for us, without creating any obligation for us. In the event of processing, combining, or inseparably mixing our goods subject to retention of title with other goods not subject to our retention of title, we shall be liable for any resulting damages.

For each item belonging to us, we acquire co-ownership of the newly created item in proportion to the invoice value of the goods subject to retention of title relative to the other items at the time of processing, combining, or mixing. The resulting co-owned goods are considered goods subject to retention of title within the meaning of clause 9.1. If our ownership is extinguished by combining or mixing, the customer hereby assigns to us the ownership rights to the new goods to the extent of the invoice value of our goods and shall hold these in trust for us free of charge.

us; any co-ownership arising therefrom shall be deemed reserved goods within the meaning of clause 9.1. To secure our claims against the customer, the customer also assigns to us any claims that arise against a third party from the combination of the reserved goods with real property.

9.5. The customer is permitted to resell goods owned or co-owned by us in the ordinary course of business. The customer hereby assigns to us all claims against its customers arising from the

In the event of resale, the customer assigns to us the claim in accordance with our co-ownership share to the extent that we only have co-ownership of the resold goods; we hereby accept this assignment. The customer remains responsible for collection by us.

We are authorized to collect assigned receivables. Our right to collect the receivables ourselves remains unaffected. However, we undertake not to collect the receivables as long as the customer fulfills their payment obligations from the proceeds received, is not in default of payment, and in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. If, however, this is the case, the customer must, upon request, immediately send us a list of the receivables assigned to us, stating the address of the customer's debtor and the amount of the receivables. Furthermore, the customer is obligated, upon our request, to notify the debtor of the assignment and to provide us with the information and documents necessary to assert our rights.

9.6. Extraordinary dispositions, such as pledging and assignment by way of security, are not permitted. The customer must immediately notify us of any third-party access to our goods subject to retention of title or to a claim assigned to us, in particular attachments.

The customer must notify us in writing. If the third party is unable to reimburse us for the legal and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for the resulting loss. We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the secured claims by more than 10%; the selection of the securities to be released is at our discretion. The release shall be effected by transfer of ownership or reassignment.

10. Jurisdiction / Applicable Law / Final Provisions

10.1. German law applies; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

10.2. The exclusive place of jurisdiction is the court responsible for our registered office; however, we are also entitled to assert claims at the customer's place of business. Should any of these provisions be or become invalid, the validity of the remaining provisions shall remain unaffected.

Terms and conditions valid for:

Privacy Screen Roth ∙ Walter Roth ∙ Im Öschle 21 ∙ 88662 Überlingen

Telephone 07553 9185330 ∙ info@sichtschutz-roth.de ∙ www.sichtschutz-roth.de